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Matching rights - a contractual guarantee that one side can match any offer that the other side later receives - have become a common and useful tool in negotiations, offering sophisticated ways to reduce risks and increase returns. Structured correctly, matching rights (sometimes known as rights of first refusal or rights of first offer) can create enormous value. But before entering into negotiations, the parties must be aware of the costs. Grantors of rights must learn to balance the benefit of value creation against the potential cost of scaring away high bidders. Prospective right holders should know precisely what a proposed matching right will give them. And potential third-party investors may see a company''s matching right as a game they can''t win. But skilled negotiators can discern underlying dynamics that could turn the deal to their advantage.